Kaierda(SH:688255) Zheng Quan Zhi Xing·2025-08-29 18:14Core Points - The article outlines the independent director system of Hangzhou Kaierda Welding Robot Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, participating in decision-making, supervision, and providing professional advice [3][10]. - The company is required to have three independent directors, including at least one with accounting expertise [3][4]. Group 2: Qualifications and Independence of Independent Directors - To serve as an independent director, candidates must meet specific qualifications, including independence, relevant knowledge, and a minimum of five years of work experience in law, accounting, or economics [4][5]. - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [10][12]. Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding more than 1% of the company's shares, with elections conducted at the shareholders' meeting [11][12]. - The company must disclose the qualifications of nominated independent directors and any objections from the board regarding the candidates [8][12]. Group 4: Duties and Powers of Independent Directors - Independent directors are tasked with participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [10][12]. - They have special powers, including hiring external consultants, proposing shareholder meetings, and publicly soliciting shareholder opinions [10][11]. Group 5: Communication and Reporting - Independent directors must maintain effective communication with minority shareholders and report on their activities and findings annually [16][17]. - They are required to document their work and maintain records for at least ten years [15][16]. Group 6: Company Support for Independent Directors - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [41][42]. - Independent directors should receive equal access to information and timely notifications regarding board meetings [19][20].